Mar 31, 2015
Dear Members,
Your Directors present herewith the Twenty Seventh Annual Report on the
Annual Accounts for the year ended 31st March 2015.
0L FINANCIAL RESULTS
The financial performance of your Company for the year ended 31* March
2015 is summarized below.
S. Description For the year ended For the year ended
No. 31st March 2015 31st March 2014
(Rs. In Lakhs) (Rs. In Lakhs)
01. Total Income 0.00 0.00
02. Total Expenditure 17.59 18.55
03. Profit/(Loss) before
exceptional and
extraordinary items (17.59) (18.55)
04. Extraordinary items 0.00 0.00
05. Net ProfiV(Loss) (17.59) (18.55)
02. PERFORMANCE
There was no manufacturing activity during the year under review. The
operations have resulted in a net loss of Rs. 17.59 lakhs.
3. DIVIDEND '
In view of loss, your Directors do not propose any dividend for the
year ended 31st March 2015.
04. OUTLOOK
The Outlook for the Company should be viewed in line with the current
economic scenario and lack of demand. The future looks positive.
05. CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement, a separate Report on Corporate Governance along with the
Auditors Certificate on its compliance forms an integral part of this
Report.
06. OPPORTUNITIES, CHALLENGES AND CONCERNS
Even though there exist lot of opportunities for growth, cut-throat
competition and fluctuating foreign currency are challenges thrown open
to the industry.
Nevertheless, the Directors are confident of converting the challenges
into opportunities with the experience gained over a period of time.
Unfavourable factors such as economic slow down, inflationary pressure
and other external factors can affect the productivity of the Company.
07. DISCLAIMER
The information and opinion expressed in this report may contain forward
looking statements, which the Managements believes are true to the best
of its knowledge at the time of Its presentation. The Management shall
not be liable for any loss which may arise as a result of any action
taken on the basis of information contained therein.
08. PUBLIC DEPOSITS
During the financial year 2014-2015, your Company has not accepted any
deposit within the meaning of Section 73 and 74 of Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.
09. INDUSTRIAL RELATIONS
The industrial relations of the Company have been cordial.
10. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
There are no Directors/Employees who were in receipt of the
remuneration as prescribed under Section 197 of the Companies Act 2013
read with Companies (Appointment and Remuneration) of Managerial
Personnel Rules, 2014 during the year under review and hence annexure
required under the said Section is not attached.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2014-15, Mrs Krishnaveni Kannan Yadav (DIN
00249260) was appointed as an Additional Director of the Company at the
meeting of the Board of Directors of the Company held on 29/05/2015 and
holds office upto the date of this Annual General Meeting; that the
Company has received notice In writing under Section 160 of the
Companies Act, 2013 from a Member proposing her candidature for the
office of the Director.The proposal for her appointment as a
Non-Executive Director of the Company liable to Retire by rotation is
placed before this Annual General Meeting for your approval.
12. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee Meetings of the
Company are set out in the Corporate ZGovernance Report which forms
part of this Report.
13. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors confirming that ; they meet the criteria of independence
as-prescribed under the provisions of Companies Act,' 2013 read with
the Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the Section 134(3)(c) of the Companies Act, 2013, the
Directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March 2015, the applicable accounting standards and Schedule
III of the Companies Act, 2013 have been followed and there are no
material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and "made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at 31st March 2015 and the Ldifcof the Company for
the year ended 31st March 2015;
c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2043 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) the annual accounts have beern perpared on a 'going concern' basis.
e) proper internal financial control laid down by the Directors have
been followed by the Company and that such internal financial controls
are adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws were in force and thfct such systems were adequate and
operating effectively.
15. AUDITORS AND AUDITORS' REPORT
At the Twenty Sixth Annual General Meeting of the Company, M/s J V
Ramanujam A Co, Chartered Accountants (Firm Registration No. 002947S)
were appointed as Auditors to hold office until the conclusion of the
Twenty Seventh Annual General Meeting of the Company.
M/s. J V Ramanujam & Co, Chartered Accountants who retire at the ensuing
Annual General Meeting of your Company are eligible for re-appointment.
Your Company has received written consent and a certificate that they
satisfy the criteria provided under Section 141 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 and that
the appointment, if made, shall be in accordance with the applicable
provisions of the Companies Act, 2013 and rules issued thereunder.
The Audit Committee and the Board of Directors recommend the
appointment of M/s. J V Ramanujam & Co, Chartered Accountants as the
Auditors of your Company fer the financial year 2015-16 till the
conclusion of next Annual General Meeting.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as Annexure (B) to this Report.
17. REALTEP PARTY TRANSACTIONS
During the financial year 2014-15 your Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definition
Details) Rules, 2014 which were in the ordinary course of business and
on arms length basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued thereunder and Clause 49 of the
Listing Agreement. During the financial year 2014-15, there were not
transactions with related parties which qualify as material
transactions under the Listing Agreement.
The details of related party transactions as required under Accounting
Standard -18 are set out in Notes to the financial statements forming
part of this Annual Report.
The Form AOC -2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
out in jAnnexure (C) to this Report.
18. LOANS AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:-
A) Details of investments made by the Company in the equity shares as
on 31st March 2015 (including investments made in the previous years)
are NIL
B) The Company has neither given any loan nor issued any guarantees in
accordance with Section 186 of the Companies Act, 2013 read with the
Rules issued thereunder.
19. RISK MANAGEMENT
There are no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
20.VIGIL MECHANISM
Your Company is commitment to highest standards of ethical and legal
standards. Accordingly, the Board of Directors have formulated a
Whistle Blower Policy which is in compliance with the provisions of
Section 177 (10) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
21. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 on Corporate Social
Responsibility are not applicable to the Company.
22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption and adaptation and foreign exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules for the financial year encfed 31st March
2015 are NIL.
23.DETAILS OF INTERNAL FINANCIAL CONTROLS REALTED TO FINANCIAL .
STATEMENTS
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions
of the Companies Act, 1956 to the extent applicable. These are in
accordance with generally accepted accounting principles in India. Â
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
25. GENERAL
a) The Company has not issued equity shares with differential rights as
to dividend, voting or otherwise; and
b) The Company does not have any ESOP Scheme for its
emptoyees/Directors,,
26. APPRECIATION
Your Directors wish to convey their gratitude and appreciation to
Government Departments, shareholders, bankers, business associates and
employees for their continued support.
By order of the Board of Directors
For N B FOOTWEAR LIMITED
(KANNANAYADAV)
MANAGING DIRECTOR & CEO
Place: Mumbai
Dated : 29th May 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present their TWENTY SIXTH ANNUAL REPORT
together with the audited Annual Accounts for the year ended 31st March
2014.
01. FINANCIAL RESULTS
The financial results for the year ended 31st March 2014 are given
below
S.No. Description 2013-2014 2012-2013
(Rs. in lakhs)
01. Turnover/Income 0.00 0.00
02. Profit/(Loss) before (12.80) (18.55)
exceptional and extraordinary
items
03. Extraordinary items 0.00 0.00
04. Net Profit/(Loss) (18.55) (12.80)
02. PERFORMANCE
There was no manufacturing activity during the year under review. The
operations have resulted in a net loss of Rs. 18.55 lakhs
03. OUT LOOK
As you are aware, the operations of the Company have been discontinued
in 2001. The Company is exploring various options including the
possibility of entering the Biotech space in the FMCG window. The
plans are likely to be firmed up and implemented during the current
fiscal year.
04. OPPORTUNITIES AND THREATS
Even though there exists lot of opportunities for growth, cut throat
competition Coupled with higher costs in the inputs and the
inflationary levels are thrown open to the industry.
05. DISCLAIMER
The information and opinion expressed in this report may contain
forward looking statements, Which the Managements believes are true to
the best of its knowledge at the time of its presentation. The
Management shall not be liable for any loss which may arise as a result
of any action taken on the basis of information contained therein.
06. DIRECTORS
Mr Rajen K Desai and Mr Gregory Pereira, Directors retire at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
07, AUDITORS
M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors
of the Company hold office until the conclusion of the forthcoming
Annual General Meeting and are eligible for re-appointment.
08. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details relating to conservation of energy, technology absorption
and adaptation and foreign exchange earnings and outgo for the year
ended 31st March 2014 as required under Section 217(1) (e) of the
Companies Act, 1956 are NIL.
09. DEPOSITS
The Company has not accepted any deposits from the public during the
year under report.
10. EMPLOYEES
There are no employees who were in receipt of the remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 and hence annexure
as per the Section 217(2A) is not attached.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that they have -
a) Followed the applicable accounting standards in the preparation of
accounts;
b) Selected such accounting policies and applied them consistently and
made judgement and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the year and profit or loss of the Company for the year under
review;
c) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and detecting
fraud and other irregularities;
d) Prepared the accounts for the financial year on a ''going concern''
basis.
12. CASHFLOW STATEMENT
As required by Clause 32 of the Listing Agreement, Cash Flow Statement
for the year ended 31st March 2014 is enclosed.
13. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the stock
Exchanges, a report on Corporate Governance with Auditors Certificate
on compliance of conditions of Corporate Governance and a Management
Discussion and Analysis Report have been attached to form part of the
report.
For and on behalf of the Board
KANNAN A YADAV
MANAGING DIRECTOR & CEO
Place: Mumbai
Dated : 30th May 2014
Mar 31, 2010
The Directors are pleased to present their TWENTY SECOND ANNUAL REPORT
together with the audited annual accounts for the year ended 31st March
2010.
01 .FINANCIAL RESULTS
The financial results for the year ended 31st March 2010 are given
below :-
S.No Description 2009-2010 2008-2009
(Rs. in lakhs)
01. Turnover/Income 0.00 0.00
02. Operating Loss (19.09) (17.04)
03. Profit/(Loss) before
Interest and (19.09) (17.04)
Depreciation
04. Interest 0.00 0.00
05. Depreciation 22.20 22.11
06. Net Profit/(Loss) (41.29) (39.15)
02. PERFORMANCE
There was no manufacturing activity during the year under review. The
operations have resulted in a net loss of Rs. 41.29 lakhs.
03. OUTLOOK:-
The Members are aware that the Company has discontinued operations in
2001. The plant, machinery and other equipment required for manufacture
need to be balanced in order to revive commercial production. The
Company is looking at reviving the footwear production as also other
avenues for revenue generation.
04. DIRECTORS
Mr Sudhakar Shetty and Mr Kannan A Yadav, Directors retire at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re- appointment.
05. AUDITORS
M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors
of the Company hold office until the conclusion of the forthcoming
Annual General Meeting and are eligible for re-appointment.
06. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND
FOREIGN EXCHANGE EARNINGS AND OUTO
The details relating to conservation of energy, technology absorption
and adaptation and foreign exchange earnings and outgo for the year
ended 31st March 2010 as required under Section 217(1 )(e) of the
Companies Act, 1956 are NIL.
07. DEPOSITS
The Company has not accepted any deposits from the public.
08. EMPLOYEES
There are no employees who are in receipt of the remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 and hence annexure as
per the Section 217(2A) is not attached.
09. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that they have:
i) Followed the applicable accounting standards in the preparation of
annual accounts;
ii) Selected such accounting policies and applied them consistently and
made judgement and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and profit or loss of the Company for the
year under review.
iii) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and detecting
fraud and other irregularities;
iv) Prepared the accounts for the financial year on a going
concernbasis.
10. CASH FLOW STATEMENT
As required by Clause 32 of the Listing Agreement, Cash Flow Statement
for the year ended 31st March 2010 is enclosed.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a report on Corporate Governance with Auditors Certificate
on compliance of conditions of Corporate Governance and a Management
Discussion and Analysis Report have been attached to form part of the
Annual Report.
For and on behalf of the Board
Place: Mumbai KANNAN A YADAV
Date : 31/05/2010 DIRECTOR & CEO
Mar 31, 2009
The Directors are pleased to present their TWENTY FIRST ANNUAL REPORT
together with the audited annual accounts for the year ended 31st March
2009.
01. FINANCIAL RESULTS
The financial results for the year ended 31st March 2009 are given below
:-
S.No. Description 2006-2009 2007-2008
(Rs. in lakhs)
1. Turnover/Income 0.00 0.00
2. OperatingLoss (17.04) (17.69)
3. Profitf(Loss) before
Interest (17.04) (17.69)
and Depreciation
4. Interest 0.00 0.00
5. Depreciation 22.11 22.31
6. NetProlit/(Loss) (39.15) (40.00)
02. PERFORMANCE
There was no manufacturing activity during the year under review. The
operations have resulted in a net loss of Rs. 39.15 lakhs.
03. OUTLOOK :
The Members are aware that the Company has discontinued operations in
2001. The plant, machinery and other equipment required for manufacture
need to be balanced in order to revive commercial production. The
Company is looking at reviving the footwear production as also other
avenues for revenue generation.
04. DIRECTORS
Mr S Krishnan and Mr Rajen K Desai, Directors retire at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
05. AUDITORS
M/s. J V Ramanujam & Co., Chartered Accountants, the Statutory Auditors
of the Company hold office until the conclusion of the forthcoming
Annual General Meeting and are eligible for re-appointment.
06. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND ADAPTATION AND
FOREIGN EXCHANGE EARNINGS AND OUTO
The details relating to conservation of energy, technology absorption
and adaptation and foreign exchange earnings and outgo for the year
ended 31* March 2009 as required under Section 217(1 )(e) of the
Companies Act, 1956 are NIL.
07. DEPOSITS
The Company has not accepted any deposits from the public.
08. EMPLOYEES:
There are no employees who are in receipt of the remuneration as
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 and hence annexure as
per the Section 217(2A) is not attached.
09. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of
the Companies Act, 1956, the Directors hereby confirm that they have:
i) Followed the applicable accounting standards in the preparation of
annual accounts;
ii) Selected such accounting policies and applied them consistently and
made judgement and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and profit or loss of the Company for the
year under review.
iii) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of, the Company and detecting
fraud and other irregularities;
iv) Prepared the accounts for the financial year on a going concern
basis.
10. CASH FLOW STATEMENT
As required by Clause 32 of the Listing Agreement, Cash Flow Statement
for the year ended 31* March 2009 is enclosed.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a report on Corporate Governance with Auditors Certificate
on compliance of conditions of Corporate Governance and a Management
Discussion and Analysis Report have been attached to form part of the
Annual Report.
For and on behalf of the Board
Place : Mumbai KANNAN A YADAV
Date : 31st July 2009 DIRECTOR & CEO
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